8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report:  November 2, 2005
(Date of earliest event reported)

EXPEDITORS INTERNATIONAL OF WASHINGTON, INC.
(Exact name of registrant as specified in its charter)

Washington	000-13468	91-1069248
(State or other jurisdiction of incorporation or organization)	(Commission File No.)	(IRS Employer Identification Number)

1015 Third Avenue, 12th Floor, Seattle, Washington	98104
(Address of principal executive offices)	(Zip Code)

(206) 674-3400
(Registrant’s telephone number, including area code)

N/A
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

oWritten communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

oSoliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

oPre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

oPre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02   Results of Operations and Financial Condition.

The following information is furnished pursuant to Item 2.02, “Results of Operations and Financial Condition.”

On November 1, 2005, Expeditors International of Washington, Inc., a Washington corporation, issued a press release announcing third quarter 2005 financial results.  A copy of the press release is furnished as Exhibit 99.1 to this report.

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SIGNATURES

                Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	EXPEDITORS INTERNATIONAL OF WASHINGTON, INC.
November 2, 2005		/s/ PETER J. ROSE
		Peter J. Rose, Chairman and Chief Executive Officer
November 2, 2005		/s/ R. JORDAN GATES
		R. Jordan Gates, Executive Vice President- Chief Financial Officer

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INDEX TO EXHIBITS

Exhibit No.	Description
99.1	Press Release of Expeditors International of Washington, Inc., dated November 1, 2005, reporting third quarter 2005 financial results.

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EX-99.1

EARNINGS RELEASE

By:	Expeditors International of Washington, Inc. 1015 Third Avenue, Suite 1200 Seattle, Washington 98104
	CONTACT:	R. Jordan Gates Chief Financial Officer (206) 674-3427	FOR IMMEDIATE RELEASE

EXPEDITORS ANNOUNCES $.50 PER SHARE THIRD QUARTER NET EARNINGS

SEATTLE, WASHINGTON — November 1, 2005, Expeditors International of Washington, Inc. (NASDAQ:EXPD) today announced record quarterly net earnings of $55,769,000 for the third quarter of 2005, compared with $43,107,000 for the same quarter of 2004, an increase of 29%.  Net revenues for the third quarter of 2005 increased 17% to $281,925,000 as compared with $240,358,000 reported for the third quarter of 2004.  Total revenues and operating income were $1,046,442,000 and $85,800,000 in 2005 compared with $897,188,000 and $67,420,000 for the same quarter of 2004, an increase of 17% and 27%, respectively.  Diluted net earnings per share for the third quarter were $.50 as compared with $.39 for the same quarter in 2004, an increase of 28%.  The company also reported that same store net revenues and operating income increased 17% and 27%, respectively for the third quarter of 2005 when compared with 2004.

For the nine months ended September 30, 2005, net earnings rose to $138,157,000 from $112,563,000 in 2004, an increase of 23%.  Net revenues for the nine months increased to $763,268,000 from $665,077,000 for 2004, up 15%.  Total revenues and operating income for the nine months were $2,799,605,000 and $211,662,000 in 2005 compared with $2,382,704,000 and $174,474,000 for the same period in 2004, increases of 17% and 21%, respectively.  Diluted net earnings per share for the first three quarters of 2005 were $1.24 as compared with $1.02 for the same period of 2004, an increase of 22%. Same store net revenues and operating income increased 14% and 21%, respectively, for the nine months ended September 30, 2005, when compared with the same period of 2004.

“Execution and efficiency were the tale of this record quarter,” said Peter J. Rose, Chairman and Chief Executive Officer. “While we continued to experience significant volume increases in air and ocean freight during the third quarter of 2005, our real profitability increases came from our ongoing efforts to increase productivity in the delivery of our services,” Rose continued.

“This has not been a one year story.  If you go back to the third quarter of 2001, you would see that Expeditors has basically doubled in size in the last four years.  That is a real accomplishment, particularly when you look at the magnitude of the numbers.  And, we didn’t really purchase this growth—we did it ourselves, organically.  A stable environment fosters consistent, reliable and focused customer service by eliminating the distractions that employees in merged companies feel.  As always, we’d like to formally acknowledge the contribution of each employee to these third quarter results.  Once again, you really made it happen,” Rose concluded.

Expeditors is a global logistics company headquartered in Seattle, Washington.  The company employs trained professionals in 164 full-service offices, 54 satellite locations and 7 international service centers located on six continents linked into a seamless worldwide network through an integrated information management system.  Services include air and ocean freight forwarding, vendor consolidation, customs clearance, marine insurance, distribution and other value added international logistics services.

Expeditors International of Washington, Inc.
Financial Highlights
Three months and Nine months ended
September 30, 2005 and 2004
Unaudited
(in 000’s of US dollars except share data)

	Three months ended September 30,						Nine months ended September 30,
	2005		2004		% Inc.		2005		2004		% Inc.
Revenues	$	1,046,422	$	897,188	17	%	$	2,799,605	$	2,382,704	17	%
Net revenues	$	281,925	$	240,358	17	%	$	763,268	$	665,077	15	%
Operating income	$	85,800	$	67,420	27	%	$	211,662	$	174,474	21	%
Net earnings	$	55,769	$	43,107	29	%	$	138,157	$	112,563	23	%
Diluted earnings per share	$	.50	$	.39	28	%	$	1.24	$	1.02	22	%
Basic earnings per share	$	.52	$	.41	27	%	$	1.29	$	1.07	21	%
Diluted weighted average shares outstanding	111,390,617		111,206,168				111,595,346		110,480,254
Basic weighted average shares outstanding	106,868,687		106,255,293				106,791,564		105,663,441

Offices Opened during the 3rd Quarter of 2005

FAR EAST	EUROPE
Laem Chabang, Thailand+	Aberdeen, Scotland*
Ningbo, China*
Surabaya, Indonesia*
Johor Bahru, Malaysia*
Da Nang, Vietnam+

                *Full-service offices.  Surabaya and Johor Bahru went from being satellites to full-service offices.

                +Satellite offices.

Investors may submit written questions via e-mail to:  investor@expeditors.com

Or by fax to:  (206) 674-3459

Questions received by the end of business on November 2, 2005 will be considered in management’s 8-K “Responses to Selected Questions” expected to be filed on our about November 14, 2005.

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EXPEDITORS INTERNATIONAL OF WASHINGTON, INC.AND SUBSIDIARIESCondensed Consolidated Balance Sheets(In thousands, except share data)(Unaudited)

	September 30,		December 31,
	2005		2004
Assets
Current assets:
Cash and cash equivalents	$	461,443	$	408,983
Short-term investments	96		109
Accounts receivable, net	714,112		614,044
Other current assets	15,440		22,724
Total current assets	1,191,091		1,045,860
Property and equipment, net	319,362		287,379
Goodwill, net	7,774		7,774
Other intangibles, net	9,433		10,839
Other assets	14,213		12,201
	$	1,541,873	$	1,364,053
Liabilities and Shareholders’ Equity
Current liabilities:
Short-term debt	—		2,250
Accounts payable	479,298		410,251
Accrued expenses, primarily salaries and related costs	106,197		84,778
Deferred Federal and state income taxes	3,889		6,369
Federal, state and foreign income taxes	25,868		20,668
Total current liabilities	$	615,252	$	524,316
Deferred Federal and state income taxes	$	33,311	$	24,861
Minority interest	$	11,570	$	7,472
Shareholders’ equity:
Preferred stock, par value $.01 per share.
Authorized 2,000,000 shares; none issued	—		—
Common stock, par value $.01 per share.
Authorized 320,000,000 shares; issued and outstanding 106,704,124 shares at September 30, 2005 and 106,643,953 shares at December 31, 2004	1,067		1,066
Additional paid-in capital	12,121		44,678
Retained earnings	868,502		749,974
Accumulated other comprehensive income	50		11,686
Total shareholders’ equity	881,740		807,404
	$	1,541,873	$	1,364,053

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EXPEDITORS INTERNATIONAL OF WASHINGTON, INC.AND SUBSIDIARIESCondensed Consolidated Statements of Earnings(In thousands, except share data)(Unaudited)

	Three months ended September 30,						Nine months ended September 30,
	2005			2004			2005			2004
Revenues:
Airfreight	$	478,294		$	406,754		$	1,272,392		$	1,100,231
Ocean freight and ocean services	383,975			335,908			1,018,053			859,063
Customs brokerage and other services	184,173			154,526			509,160			423,410
Total revenues	1,046,442			897,188			2,799,605			2,382,704
Operating expenses:
Airfreight consolidation	377,758			315,694			992,465			844,075
Ocean freight consolidation	308,385			276,886			829,614			703,018
Customs brokerage and other services	78,374			64,250			214,258			170,534
Salaries and related costs	145,629			124,744			405,024			353,716
Rent and occupancy costs	13,993			12,711			41,198			38,077
Depreciation and amortization	7,840			6,806			22,782			19,558
Selling and promotion	7,059			6,769			21,725			20,388
Other	21,604			21,908			60,877			58,864
Total operating expenses	960,642			829,768			2,587,943			2,208,230
Operating income	85,800			67,420			211,662			174,474
Interest expense	(14		)	(6		)	(262		)	(34		)
Interest income	3,031			1,436			7,903			3,700
Other, net	1,355			524			3,425			2,325
Other income, net	4,372			1,954			11,066			5,991
Earnings before income taxes and minority interest	90,172			69,374			222,728			180,465
Income tax expense	32,343			24,688			80,129			64,220
Net earnings before minority interest	57,829			44,686			142,599			116,245
Minority interest	(2,060		)	(1,579		)	(4,442		)	(3,682		)
Net earnings	$	55,769		$	43,107		$	138,157		$	112,563
Diluted earnings per share	$	0.50		$	0.39		$	1.24		$	1.02
Basic earnings per share	$	0.52		$	0.41		$	1.29		$	1.07
Weighted average diluted shares outstanding	111,390,617			111,206,168			111,595,346			110,480,254
Weighted average basic shares outstanding	106,868,687			106,255,293			106,791,564			105,663,441

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EXPEDITORS INTERNATIONAL OF WASHINGTON, INC.

AND SUBSIDIARIES

Condensed Consolidated Statements of Cash Flows

(In thousands)

(Unaudited)

	Three months ended September 30,						Nine months ended September 30,
	2005			2004			2005			2004
Operating Activities:
Net earnings	$	55,769		$	43,107		$	138,157		$	112,563
Adjustments to reconcile net earnings to net cash provided by operating activities:
Provision for losses on accounts receivable	782			2,063			424			2,307
Deferred income tax expense	4,258			8,155			12,245			18,035
Tax benefits from employee stock plans	2,852			4,597			11,807			14,637
Depreciation and amortization	7,840			6,806			22,782			19,558
Gain on sale of property and equipment	(811		)	(18		)	(856		)	(66		)
Impairment write down of other assets	—			—			—			2,000
Other	775			860			1,068			2,408
Changes in operating assets and liabilities:
Increase in accounts receivable	(97,236		)	(72,797		)	(98,884		)	(147,409		)
Decrease (increase) in other current assets	9,015			(409		)	7,269			(8,974		)
Increase in minority interest	2,087			931			3,757			2,750
Increase in accounts payable and other current liabilities	67,580			40,041			97,805			124,690
Net cash provided by operating activities	52,911			33,336			195,574			142,499
Investing Activities:
Decrease in short-term investments	25			7			13			8
Purchase of property and equipment	(22,967		)	(29,232		)	(66,159		)	(49,525		)
Proceeds from sale of property and equipment	1,082			153			1,331			440
Other	77			(1		)	(1,262		)	227
Net cash used in investing activities	(21,783		)	(29,073		)	(66,077		)	(48,850		)
Financing Activities:
Borrowings (repayments) of short-term debt, net	37			3			(2,093		)	(210		)
Proceeds from issuance of common stock	21,153			14,949			32,228			26,440
Repurchases of common stock	(30,153		)	(14,984		)	(80,166		)	(26,768		)
Dividends Paid				—			(16,055		)	(11,642		)
Net cash used in financing activities	(8,963		)	(32		)	(66,086		)	(12,180		)
Effect of exchange rate changes on cash	405			931			(10,951		)	320
Increase in cash and cash equivalents	22,570			5,162			52,460			81,789
Cash and cash equivalents at beginning of period	438,873			372,459			408,983			295,832
Cash and cash equivalents at end of period	461,443			377,621			461,443			377,621
Interest and taxes paid:
Interest	6			5			240			37
Income tax	10,297			7,459			38,857			34,206

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EXPEDITORS INTERNATIONAL OF WASHINGTON, INC.
AND SUBSIDIARIES

Business Segment Information

(In thousands)

(Unaudited)

	United			Other	Far		Australia/	Latin	Middle
	States			N. America	East	Europe	New Zealand	America	East	Eliminations		Consolidated
Three months ended September 30, 2005
Revenues from unaffiliated customers	$		199,139	25,354	616,305	133,297	12,372	14,500	45,475			1,046,442
Transfers between geographic areas	$		25,313	1,547	3,511	6,368	1,492	1,999	2,173	(42,403	)	—
Total revenues	$		224,452	26,901	619,816	139,665	13,864	16,499	47,648	(42,403	)	1,046,442
Net revenues	$		115,242	12,036	84,226	44,837	7,559	7,095	10,930			281,925
Operating income	$		27,769	1,759	43,513	7,911	2,075	1,546	1,227			85,800
Identifiable assets at quarter end	$		705,474	55,849	372,276	304,809	25,636	26,573	43,848	7,408		1,541,873
Capital expenditures	$	20,333		204	767	913	135	330	285			22,967
Depreciation and amortization	$	3,875		377	1,192	1,529	191	312	364			7,840
Equity	$	947,826		21,590	279,783	90,077	16,783	9,798	20,635	(504,752	)	881,740
Three months ended September 30, 2004
Revenues from unaffiliated customers	$	166,438		19,836	522,274	123,740	11,503	15,086	38,311			897,188
Transfers between geographic areas	$	19,254		1,267	3,000	4,778	1,366	1,569	1,753	(32,987	)	—
Total revenues	$	185,692		21,103	525,274	128,518	12,869	16,655	40,064	(32,987	)	897,188
Net revenues	$	96,495		11,215	68,925	41,288	6,636	5,673	10,126			240,358
Operating income	$	20,892		1,953	32,324	6,969	1,804	1,165	2,313			67,420
Identifiable assets at quarter end	$	660,037		43,787	251,407	265,921	21,517	19,004	35,973	9,716		1,307,362
Capital expenditures	$	23,516		354	3,570	854	165	480	293			29,232
Depreciation and amortization	$	3,383		307	1,084	1,290	173	195	374			6,806
Equity	$	827,659		16,548	180,835	75,683	13,769	5,010	16,112	(373,946	)	761,670
Nine months ended September 30, 2005
Revenues from unaffiliated customers	$	549,915		68,968	1,578,092	394,040	35,857	43,165	129,568			2,799,605
Transfers between geographic areas	$	60,939		3,894	9,359	17,366	4,139	5,437	5,956	(107,090	)	—
Total revenues	$	610,854		72,862	1,587,451	411,406	39,996	48,602	135,524	(107,090	)	2,799,605
Net revenues	$	311,261		36,231	211,777	131,731	21,328	19,638	31,302			763,268
Operating income	$	68,805		7,050	101,341	20,689	5,365	3,987	4,425			211,662
Identifiable assets at quarter end	$	705,474		55,849	372,276	304,809	25,636	26,573	43,848	7,408		1,541,873
Capital expenditures	$	56,770		716	2,917	3,432	672	882	770			66,159
Depreciation and amortization	$	11,097		1,106	3,578	4,541	517	859	1,084			22,782
Equity	$	947,826		21,590	279,783	90,077	16,783	9,798	20,635	(504,752	)	881,740
Nine months ended September 30, 2004
Revenues from unaffiliated customers	$	455,227		55,923	1,343,241	354,655	31,992	39,025	102,641			2,382,704
Transfers between geographic areas	$	50,536		3,014	8,187	13,098	3,799	4,668	4,595	(87,897	)	—
Total revenues	$	505,763		58,937	1,351,428	367,753	35,791	43,693	107,236	(87,897	)	2,382,704
Net revenues	$	266,206		31,180	188,474	118,332	18,275	15,569	27,041			665,077
Operating income	$	49,001		6,256	87,341	19,567	4,428	2,433	5,448			174,474
Identifiable assets at quarter end	$	660,037		43,787	251,407	265,921	21,517	19,004	35,973	9,716		1,307,362
Capital expenditures	$	31,013		1,405	8,211	5,175	741	1,205	1,775			49,525
Depreciation and amortization	$	10,054		876	2,877	3,737	474	530	1,010			19,558
Equity	$	827,659		16,548	180,835	75,683	13,769	5,010	16,112	(373,946	)	761,670

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